2 - CAGAYAN FISHING DEVELOPMENT CO., INC.
vs which such corporation was formed may permit and for this purpose may
SANDIKO
FACTS:
> Manuel Tabora is the registered owner of four parcels of land.
> To guarantee the payment of a loan, he executed in favor of the Philippine
National Bank a first mortgage on the four parcels of land.
> A second mortgage in favor of the same bank was executed by Tabora
over the same lands to guarantee the payment of another loan.
> A third mortgage on the same lands was executed in favor of Severina
Buzon to whom Tabora was indebted.
> These mortgages were registered and annotations thereof appear at the
back of transfer certificate of title.
> (May 31, 1930) Tabora executed a public document entitled "Escritura de
Transpaso de Propiedad Inmueble" by virtue of which the four parcels of
land owned by him was sold to the plaintiff company, said to under process
of incorporation.
> Plaintiff company filed its article incorporation with the Bureau of
Commerce and Industry.
> (October 22, 1930) Board of directors of said company adopted a
resolution authorizing its president, Jose Ventura, to sell the four parcels of
lands in question to Teodoro Sandiko.
> Plaintiff sold ceded and transferred to the defendant all its right, titles, and
interest in and to the four parcels of land described in transfer certificate in
turn obligated himself to shoulder the three mortgages.
> Defendant having failed to pay the sum stated in the promissory note,
plaintiff brought this action in the CFI.
> Trial court rendered judgment absolving the defendant.
ISSUE:
Whether or not Sandiko can be held liable for the mortgage debt?
RULING:
NO. The transfer made by Tabora to the Cagayan fishing
Development Co., Inc., plaintiff herein, was affected on May 31, 1930 and
the actual incorporation of said company was affected later on October 22,
1930. In other words, the transfer was made almost five months before the
incorporation of the company. Unquestionably, a duly organized corporation
has the power to purchase and hold such real property as the purposes for
enter into such contracts as may be necessary. But before a corporation
may be said to be lawfully organized, many things have to be done. Among
other things, the law requires the filing of articles of incorporation. Although
there is a presumption that all the requirements of law have been complied
with, in the case before us it can not be denied that the plaintiff was not yet
incorporated when it entered into a contract of sale. The contract itself
referred to the plaintiff as "una sociedad en vias de incorporacion." It was not
even a de facto corporation at the time. Not being in legal existence then, it
did not possess juridical capacity to enter into the contract.
Corporations are creatures of the law, and can only come into existence in
the manner prescribed by law. As has already been stated, general law
authorizing the formation of corporations are general offers to any persons
who may bring themselves within their provisions; and if conditions
precedent are prescribed in the statute, or certain acts are required to be
done, they are terms of the offer, and must be complied with substantially
before legal corporate existence can be acquired.
That a corporation should have a full and complete organization and
existence as an entity before it can enter into any kind of a contract or
transact any business, would seem to be self evident. . . . A corporation, until
organized, has no being, franchises or faculties. Nor do those engaged in
bringing it into being have any power to bind it by contract, unless so
authorized by the charter there is not a corporation nor does it possess
franchise or faculties for it or others to exercise, until it acquires a complete
existence.
Boiled down to its naked reality, the contract here was entered into not
between Manuel Tabora and a non-existent corporation but between the
Manuel Tabora as owner of the four parcels of lands on the one hand and
the same Manuel Tabora, his wife and others, as mere promoters of a
corporations on the other hand. For reasons that are self-evident, these
promoters could not have acted as agent for a projected corporation since
that which no legal existence could have no agent. A corporation, until
organized, has no life and therefore no faculties. It is, as it were, a child in
ventre sa mere. This is not saying that under no circumstances may the acts
of promoters of a corporation be ratified by the corporation if and when
subsequently organized.
If the plaintiff corporation could not and did not acquire the four parcels of
land here involved, it follows that it did not possess any resultant right to
dispose of them by sale to the defendant, Teodoro Sandiko.